EXHIBIT 10(m)
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AUDIT COMMITTEE CHARTER
The Audit Committee will be composed of not less than three members of the
Board and will be selected by the Board. All of the members of the committee
will be outside directors who are independent of management. In accordance with
NASDAQ requirements a director will not be considered independent if, among
other things, he or she has:
. been employed by the corporation or its affiliates in the current or past
three years;
. accepted any compensation from the corporation or its affiliates in excess of
$60,000 during the previous fiscal year (except for board service, retirement
plan benefits, or non-discretionary compensation);
. an immediate family member who is, or has been in the past three years,
employed by the corporation or its affiliates as an executive officer;
. been a partner, controlling shareholder or an executive officer of any for-
profit business to which the corporation made, or from which it received,
payments (other than those which arise solely from investments in the
corporation's securities) that exceed five percent of the organization's
consolidated gross revenues for that year, or $200,000, whichever is more, in
any of the past three years; or
. been employed as an executive of another entity where any of the company's
executives serve on that entity's compensation committee.
All directors must be able to read and understand fundamental financial
statements, including a company's balance sheet, income statement and cash flow
statement. At least one director must have past employment experience in finance
or accounting, requisite professional certification in accounting, or other
comparable experience or background, including a current or past position as a
chief executive or financial officer or other senior officer with financial
oversight responsibilities.
The Audit Committee shall have unrestricted access to Company personnel and
documents and will be given the resources necessary to discharge its
responsibilities. The Audit Committee shall provide assistance to the corporate
directors in fulfilling their responsibilities to the shareholders, potential
shareholders and investment community relating to corporate accounting,
reporting practices of the Company and the quality and integrity of the
financial reports of the Company. In so doing, it is the responsibility of the
Audit Committee to maintain free and open means of communication among the
directors, the independent auditors, the internal auditors and the financial
management of the Company. The Audit Committee shall meet on a regular basis and
call special meetings as required. The Audit Committee has the authority to
engage experts and consult with legal counsel in performance of their
responsibility.
EXHIBIT 10(m)
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(continued)
Responsibilities of the Committee
The oversight responsibility of the committee includes the following:
a) Those in which the committee will inform the Board that action has been taken
in the Board's interest and does not require prior Board approval.
1. Review and approve the scope of the annual audit for the Company and its
subsidiaries recommended jointly by the independent auditors and the
Chief Financial Officer (CFO).
2. Review and approve the scope of the Company's annual profit and pension
trusts audits.
3. Review and approve the audit plan as recommended by the Company's
Director - Internal Audit.
4. Request the Director - Internal Audit to study a particular area of
interest or concern.
5. Discuss with the independent auditors their independence from management
and the Company and the matters included in the written disclosures
required by the Independence Standards Board.
b) Those which the committee will review and then recommend action by the Board.
1. Appoint independent public accountants, establishing the outside
auditor's accountability to the Board and the Audit Committee.
2. Review major accounting policy changes before implementation.
3. Review SEC registration statements before signature by other Board
members.
4. Review with management and the independent auditors the financial
statements to be included in the Company's Annual Report on Form 10-K,
including their judgment about the quality, not just acceptability, of
accounting principles, the reasonableness of significant judgments, and
the clarity of the disclosures in the financial statements.
5. Review annual audit reports including auditor's opinions and management
letter.
c) Those which the committee will review and provide summary information reports
to the Board when appropriate.
1. Review trends in accounting policy changes proposed or adopted by
organizations such as the Financial Accounting Standards Board, the
Securities and Exchange Commission (SEC), and the American Institute of
Certified Public Accountants.
2. Interview independent auditors for review and analysis of strengths and
weaknesses of the Company's financial staff, systems, adequacy of
controls, and other factors which might be pertinent to the integrity of
published financial reports.
EXHIBIT 10(m)
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(concluded)
3. Review the interim financial statements with management and the
independent auditors prior to the filing of the Company's Quarterly
Report on Form 10-Q. The committee shall discuss the results of the
quarterly review and any other matters required to be communicated to
the committee by the independent auditors under generally accepted
auditing standards. The chair of the committee may represent the entire
committee for the purposes of this review.
4. Review administration of and compliance with the Company's Code of
Conduct.
5. Review schedule of insurance programs with the Director - Risk
Management.
6. Review with management any significant findings brought forward by
Internal Audit or the external auditors, sensitive data or disclosure
requirements that are published.
7. Review compliance with legal and regulatory items as they apply to the
Company by discussion with Internal Audit, external auditors and
executive management.
The Audit Committee will perform any other functions assigned by the Board
or by Law. The Audit Committee should meet with the Company's independent
auditors at least annually. The Audit Committee should serve as a communication
vehicle for the Director - Internal Audit and independent auditor to the Board.
The Audit Committee will discuss with the Director - Internal Audit the results
of the annual internal plan. The Director - Internal Audit should report
directly to the chairman of the Audit Committee with the Chief Financial Officer
of the Company having the day-to-day supervisory function.